Padawer v. Yur
142 Conn. App. 812
| Conn. App. Ct. | 2013Background
- Padawer acquired sole membership of Clare Jones, LLC in 2007; LLC owned the retail store assets.
- In 2009 Yurway assumed the store lease; no formal sale contract was signed between Padawer and Yurway.
- In 2011 Padawer filed a second revised complaint alleging breach of an oral agreement to sell the store for 50% of profits up to $50,000 and unjust enrichment; defendants denied.
- Trial exhibits showed Padawer acted as agent of Clare Jones, LLC; drafts named Clare Jones, LLC and Padawer as member, not Padawer individually.
- Trial evidence indicated assets and lease rights were those of Clare Jones, LLC, not Padawer personally; Padawer testified he purchased the LLC in 2007 and had no separate personal ownership of the store.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to sue for harm to LLC | Padawer asserts ownership or no distinction between him and LLC | Yurway argues only LLC suffered injury; Padawer lacks standing | Padawer lacked standing; case to be dismissed |
Key Cases Cited
- Sullivan v. Thorndike, 104 Conn. App. 297 (Conn. App. 2007) (standing requires direct injury; plaintiff must have proper capacity)
- O’Reilly v. Valletta, 139 Conn. App. 208 (Conn. App. 2012) (LLC as separate entity; member cannot sue for LLC injury absent specific grounds)